Capital Requirement & Transaction Pathway – NCDF Capital & Commercial Solutions

Define the Capital Requirement Before Approaching the Market.

NCDF Securities Limited supports eligible issuers, businesses, Platform Companies, project sponsors and institutions in evaluating and executing approved capital-raising and transaction pathways. The first question is not only how much capital is required, but whether the issuer, use of proceeds, economics, governance and evidence can support a credible process.

Preliminary review | Mandate subject to acceptance | No funding or underwriting commitment

What the Capital Discussion Must Establish

Decision area	Core question
Purpose and amount	What will the capital finance, how was the requirement calculated and what funding is already available?
Issuer	Which legal entity should issue the security, receive proceeds, hold assets and report to investors or lenders?
Instrument	Should the requirement be evaluated through equity, debt, hybrid capital, project finance or another approved structure?
Economics	What revenues, assets, contracts, cash flows or value-creation case support the instrument?
Readiness	Are financial information, governance, approvals, management and diligence materials sufficiently prepared?
Execution	Which advisers, filings, approvals, investor or lender groups and closing conditions will be required?

Capital Requirements That May Be Considered

Growth and expansion capital
Regulatory or balance-sheet recapitalisation
Strategic equity or controlled private placement
Acquisition finance
Project development and construction finance
Refinancing, private credit or structured debt
Bonds, notes or sukuk for eligible issuers or mature assets

Minimum Readiness Gate

Area	Expected evidence
Corporate	Correct issuer, authority, ownership and beneficial-ownership records.
Financial	Historical accounts, current information, cash flow and forecast.
Commercial	Defined business case, market evidence, contracts or credible pipeline.
Capital	Exact sources and uses, current debt and post-transaction structure.
Governance and regulatory	Board authority, licences, consents, controls and decision rights.
Diligence	Material contracts, assets, risks, valuation and controlled data room.

Transaction Pathway

Screen: Submit the purpose, amount, issuer, timing and current stage.
Assess readiness: NCDF reviews eligibility, scope, conflicts, viability and information quality.
Prepare: Resolve commercial, financial, legal, audit, valuation or technical gaps.
Mandate and diligence: Agree advisers, scope, timetable and complete the required documentation.
Engage and close: Approach capital providers through approved controls and complete definitive documents, KYC, payment and closing conditions.

Indicative Outputs of the Preliminary Review

Capital-purpose and issuer summary
Indicative instrument and investor or lender considerations
Readiness classification and priority gaps
Likely professional parties, approvals and critical path
Recommended decision: prepare further, scope the transaction or do not proceed

Initial review should identify the issuer and ownership, amount and currency, use of proceeds, financial-information status, supporting assets or cash flows, approvals, advisers and timetable.

How NCDF Companies May Support

Requirement	Responsible company
Commercial and capital readiness	NCDF Commercial Services Limited
Securities structuring and transaction execution	NCDF Securities Limited
Eligible portfolio or fund mandate	NCDF Investment Management Plc
Data room, workflow and digital infrastructure	NCDF Technology Infrastructure & Services Limited

Clarify the Requirement. Test Readiness. Select the Right Route.

Provide a concise summary of the issuer, capital purpose, amount, use of proceeds and current readiness.